Polymetal International plc: Shareholder's Director Nomination

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Polymetal International plc (POLY) 
Polymetal International plc: Shareholder's Director Nomination 
 
02-Apr-2019 / 09:30 MSK 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
Release time IMMEDIATE LSE, MOEX: POLY / ADR: AUCOY 
Date         2 April 2019 
 
Polymetal International plc 
 
Shareholder's Director Nomination 
 
           Polymetal International plc announces that it has received: 
 
          - a notice from Public Joint Stock Company Bank Otkritie Financial 
   Corporation ("Otkritie"), a shareholder holding 6.93% of the issued share 
 capital of the Company as at the date of this statement, indicating that it 
       intends to propose Mr Artem Kirillov for appointment as a director of 
   Polymetal at the Company's upcoming Annual General Meeting (the "AGM" and 
           that notice, the "Nomination Notice"); and 
 
 - a notice from Mr Kirillov indicating his willingness to be appointed (the 
           "Consent to Act"), 
 
 in each case in accordance with Article 120(b) of the Company's Articles of 
           Association (the "Nomination"). 
 
     Having considered the Nomination and in order to give effect to it, the 
  Board (acting via the Chair) intends to propose an ordinary resolution for 
   consideration at the AGM which, if passed, would appoint Mr Kirillov as a 
 director of the Company. That resolution is intended to be proposed as "any 
  other business" ("AOB") at the AGM, which will be held on Tuesday 23 April 
    2019 at 10.30 am (BST) at the Institute of Directors, 116 Pall Mall, St. 
           James's, London SW1Y 4AE, UK. 
 
         Otkritie previously nominated Mr Kirillov at the General Meeting of 
       Polymetal held on 13 February 2019 at which 90.12% shareholders voted 
        against the relevant resolution. The Board believes that there is no 
           demonstrable change to the nature of Mr Kirillov's nomination and 
       re-instates its recommendation not to support Mr Kirillov's election. 
 
Due to the nature of Mr Kirillov's nomination by Otkritie, he (if appointed) 
will not be considered an independent non-executive director of the Company. 
 
   Polymetal maintains a strong corporate governance culture in line with UK 
        corporate governance best practice, with the majority of independent 
  non-executive Directors representing the interest of all shareholders. The 
  Board believes that the performance of each Director standing for election 
           and re-election at the upcoming AGM continues to be effective and 
      demonstrates continuing commitment to the role. The Board continues to 
 believe that it benefits substantially from their individual and collective 
experience and expertise, and that this has enabled Polymetal to continue to 
      deliver on each of its key objectives. Accordingly, the Board does not 
    consider that the performance of the existing Directors necessitates any 
           changes to the composition of the current Board. 
 
  In connection with the Nomination, the following additional documents have 
           been made available to shareholders: 
 
? a Proxy Form permitting shareholders to vote on AOB at the AGM; 
 
? a copy of the Nomination Notice; and 
 
? a copy of the Consent to Act. 
 
   Copies of the above documents have been submitted to the National Storage 
  Mechanism and will be available at http://www.morningstar.co.uk/uk/NSM [1] 
           shortly and are also available on the Company's website at 
https://www.polymetalinternational.com/en/investors-and-media/shareholder-ce 
           ntre/general-meetings/ [2]. 
 
           About Polymetal 
 
Polymetal International plc (LSE, MOEX: POLY, ADR: AUCOY) (together with its 
      subsidiaries - "Polymetal", the "Company", or the "Group") is a top-20 
 global gold producer and top-5 global silver producer with assets in Russia 
   and Kazakhstan. The Company combines strong growth with a robust dividend 
           yield. 
 
           Enquiries 
 
Media                     Investor Relations 
 
FTI          [phone]  Polymetal [e-mail] 
Consulting   1000 
 
                          Eugenia   [phone] (UK) 
Leonid Fink               Onuschenk 
                          o 
 
Viktor 
Pomichal                  Timofey 
                          Kulakov 
                                    [phone] (Russia) 
 
                          Michael 
                          Vasiliev 
 
Joint Corporate Brokers 
 
Morgan       [phone]  RBC       [phone] 
Stanley      8000         Europe 
                          Limited 
 
Andrew 
Foster                    Tristan 
                          Lovegrove 
 
Richard 
Brown                     Marcus 
                          Jackson 
 
Panmure 
Gordon       [phone] 
             2500 
 
Charles 
Lesser 
 
James 
Stearns 
 
FORWARD-LOOKING STATEMENTS 
 
       THIS RELEASE MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, 
"FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS 
        AT THE DATE OF THIS RELEASE. THESE FORWARD-LOOKING STATEMENTS CAN BE 
   IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE WORDS 
         "TARGETS", "BELIEVES", "EXPECTS", "AIMS", "INTENDS", "WILL", "MAY", 
   "ANTICIPATES", "WOULD", "COULD" OR "SHOULD" OR SIMILAR EXPRESSIONS OR, IN 
EACH CASE THEIR NEGATIVE OR OTHER VARIATIONS OR BY DISCUSSION OF STRATEGIES, 
PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. THESE FORWARD-LOOKING 
      STATEMENTS ALL INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS. BY THEIR 
    NATURE, SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, 
 UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE COMPANY'S CONTROL THAT 
  COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY 
 TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS 
           EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH 
  FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE 
     COMPANY'S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN 
WHICH THE COMPANY WILL OPERATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS ARE 
     NOT GUARANTEES OF FUTURE PERFORMANCE. THERE ARE MANY FACTORS THAT COULD 
   CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER 
     MATERIALLY FROM THOSE EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS. THE 
COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY 
           UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED 
      HEREIN TO REFLECT ANY CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD 
   THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY 
           SUCH STATEMENTS ARE BASE. 
 
ISIN:          JE00B6T5S470 
Category Code: MSCM 
TIDM:          POLY 
Sequence No.:  8030 
EQS News ID:   794489 
 
End of Announcement EQS News Service 
 
 
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(END) Dow Jones Newswires

April 02, 2019 02:30 ET (06:30 GMT)